REBOSIS PROPERTY FUND LIMITED - Finalisation announcement and salient dates for the conversion of Rebosis linked unit capital structure

Finalisation announcement and salient dates for the conversion of Rebosis’ linked unit capital structure

REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2010/003468/06)
JSE share code: REB ISIN: ZAE000156147
(Approved as a REIT by the JSE)
(“Rebosis” or “the company”)


FINALISATION ANNOUNCEMENT AND SALIENT DATES FOR THE CONVERSION OF REBOSIS’ LINKED UNIT CAPITAL STRUCTURE


Linked unitholders are referred to the announcement released on SENS on 30 March 2015, wherein the salient dates
and times in respect of:

-     the conversion of the company’s current linked unit capital structure to an all share structure to be effected by
      way of a scheme of arrangement in terms of section 114 of the Companies Act, 71 of 2008 (the “scheme”);
-     the amendment of Rebosis’ Memorandum of Incorporation to enable the scheme and the creation of a new class
      of “A” ordinary shares;
-     the amendment of Rebosis’ Debenture Trust Deed to enable the scheme;
-     the increase of Rebosis’ authorised share capital;
-     the creation of a new class of Rebosis “A” ordinary shares;
-     the adoption of a new Memorandum of Incorporation to give effect to the changes in Rebosis’ capital structure;
      and
-     the subsequent termination of Rebosis’ Debenture Trust Deed,

(collectively the “transactions”) were announced, as well as the announcement released on SENS on 30 April 2015
wherein linked unitholders were advised that all resolutions required to approve the transactions were passed by the
requisite majority of Rebosis debenture holders and shareholders, respectively. Linked unitholders are also referred to
the announcement released on SENS on 22 May 2015 wherein linked unitholders were advised that the registration of
the special resolutions in respect of the transactions had been delayed due to backlogs with the Companies and
Intellectual Property Commission (“CIPC”).

The special resolutions in respect of the transactions, together with all prescribed documents, have now been
registered by the CIPC. The Takeover Regulation Panel has issued a compliance certificate in terms of section 119(4)
of the Companies Act, 71 of 2008, with the result that the transactions have now become unconditional in accordance
with their terms. Accordingly the transactions will be implemented in accordance with the timetable set out below.

                                                                                                               2015
Finalisation date announcement expected to be published in the press                                 Monday, 1 June
Last day to trade in existing linked units on the JSE prior to the delinking of the linked units
and the capitalisation of the debentures                                                             Friday, 5 June
Trading in delinked ordinary shares of no par value under the new ISIN: ZAE000201687 and
the existing code of “REB” commences                                                                 Monday, 8 June
Suspension of listing of linked units on the JSE                                                     Monday, 8 June
Scheme implementation record date for the delinking of the linked units and the capitalisation
of the debentures at the close of business                                                          Friday, 12 June
Scheme operative date                                                                               Monday, 15 June
Date dematerialised shareholders will have their accounts updated at their CSDP or broker           Monday, 15 June
Date of issue of new replacement share certificates provided that the old linked unit
certificates     have        been        surrendered        by     12:00       on       Friday,
12 June 2015 (any certificated linked units surrendered after this date will be replaced within
five business days after receipt by the transfer secretaries)                                       Monday, 15 June
Termination of listing of linked units (at the commencement of trade)                               Monday, 15 June
Notes:

1.   All times set out above are local times in South Africa.
2.   No dematerialisation of linked unit certificates may take place after Friday, 5 June 2015.


29 May 2015


Corporate advisor, debenture trustee and sponsor           Independent expert                     Legal advisor
Java Capital                                               Mazars Corporate Finance               Cliffe Dekker Hofmeyr

Date: 29/05/2015 11:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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